EXHIBIT 3.2S
OPERATING AGREEMENT
OF
▇▇▇▇▇ CITY ROAD LLC
The undersigned, as signatory to this Operating Agreement (this
"Agreement"), does hereby enter into this Agreement, effective the 17th day of
August, 2001, with respect to ▇▇▇▇▇ City Road LLC, a Louisiana limited liability
company (the "Company").
I. OFFICES
The registered office of the Company, required by the Louisiana Limited
Liability Company Law to be maintained in the State of Louisiana, may, but need
not, be identical with the principal office in the State of Louisiana. The
address of the initial registered office of the Company is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ and the initial registered agent at such
address is Corporation Service Company. The registered office and the registered
agent may be changed from time to time by action of the members and by filing
the prescribed form with the Louisiana Secretary of State.
II. MEETINGS
2.1 Annual Meeting. The annual meeting of the members shall be held
on the second Tuesday in the month of January each year, for the purpose of
electing officers and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day. If the
election shall not be held on the day designated herein for the annual meeting
of the members, or at any adjournment thereof, the members shall cause the
election to be held at a special meeting of the members as soon thereafter as it
may be conveniently held.
2.2 Regular Meetings. The members may, by resolution, prescribe the
time and place for the holding of regular meetings and may provide that the
adoption of such resolution shall constitute notice of such regular meetings.
2.3 Special Meetings. Special meetings of the members, for any
purpose or purposes, unless otherwise prescribed by law, may be called by any
member.
2.4 Notice of Meeting. Notice in writing or by telephone stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purposes for which the meeting is called, shall be delivered not less than three
(3) days before the date of the meeting, either personally, by facsimile
transmission, or by mail, by or at the direction of the President, to each
member of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered two (2) days after deposited in the
United States mail, addressed to the member at his address as it appears on the
books of the Company, with postage thereon prepaid. When all the members of the
Company are present at any meeting, or if those not present sign in writing a
waiver of notice of such meeting, or subsequently ratify all the proceedings
thereof, the transactions of such meeting are as valid as if a meeting were
formally called and notice had been given.
2.5 Quorum. At any meeting of the members, a majority of the equity
interests, as determined from the capital contribution of each member as
reflected by the books of the Company, represented in person or by proxy, shall
constitute a quorum at a meeting of the members. If less than said majority of
the equity interests are represented at a meeting, a majority of the interests
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The members present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough members to leave less than a quorum.
2.6 Proxies. At all meetings of members, a member may vote by proxy
executed in writing by the member or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the President of the Company before or at the
time of the meeting. No proxy shall be valid after three (3) months from date of
execution, unless otherwise provided in the proxy.
2.7 Voting by Certain Members. Membership interests held in the name
of a corporation, partnership, company or trust may be voted by such officer,
partner, manager, agent or proxy as the bylaws, partnership agreement, trust
agreement or operating agreement of such entity may prescribe or, in the absence
of such provision, as the board of directors, partners, members, trustees or
officers of such entity may determine. Membership interests held by a trustee,
personal representative, administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such
membership interest into his name.
2.8 Manner of Acting.
2.8.1 Action by Members. Unless otherwise expressly provided
in the Articles of Organization, this Agreement or by law, the vote of a
majority percentage of the membership interests in the Company present at a
meeting at which a quorum is present shall be the act of the members. Voting
shall be based on membership interest and not by heads.
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2.8.2 Procedure. The President of the Company shall preside at
meetings of the members and may move or second any item of business. A record
shall be maintained of the meetings of the members. The members may adopt their
own rules of procedure, which shall not be inconsistent with this Agreement.
2.8.3 Presumption of Assent. A member of the Company who is
present at a meeting of the members at which action on any matter is taken,
shall be presumed to have assented to the action taken, unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by certified mail
to the secretary of the meeting immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a member who voted in favor of
such action.
2.9 Order of Business. The order of business at all meetings of the
members shall be as follows:
(a) Roll call.
(a) Proof of notice of meeting or waiver of notice.
(b) Reading of minutes of preceding meeting.
(c) Report of the President.
(d) Unfinished business.
(e) New business.
2.10 Telephone Conference Meeting. Members of the Company may
participate in any meeting of the members by means of conference telephone or
similar communication if all persons participating in such meeting can hear one
another for the entire discussion of the matter(s) to be voted upon.
Participating in a meeting pursuant to this Section shall constitute presence in
person at such meeting.
2.11 Written Consent. Any action which may be taken at any meeting of
the members may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by the holders of the membership
interests having not less than the minimum interest that would be necessary to
authorize or take such action at a
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meeting at which holders of all membership interests entitled to vote thereon
were present and voted.
III. FISCAL MATTERS
3.1 Fiscal Year. The fiscal year of the Company shall begin on the
first day of January and end on the last day of December each year, unless
otherwise determined by resolution of the members.
3.2 Deposits. All funds of the Company shall be deposited from time
to time to the credit of the Company in such banks, trust companies or other
depositories as the members may select.
3.3 Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, and all notes or other evidences of indebtedness issued in the
name of the Company shall be signed by the President or by such other person or
persons as the members may by resolution or other action specify.
3.4 Contracts. The members may authorize any member or agent of the
Company, in addition to the officers, to enter into any contract or execute any
instrument in the name of and on behalf of the Company, and such authority may
be general or confined to specific instances.
IV. BOOKS AND RECORDS
4.1 Books and Records. The books and records of the Company shall be
kept at the principal office of the Company or at such other places, within or
without the State of Louisiana, as the members shall from time to time
determine.
4.2 Right of Inspection. Any member of record shall have the right
to examine, at any reasonable time or times for all purposes, the books and
records of account, minutes and records of meetings and to make copies thereof.
Such inspection may be made by any agent or attorney of the member. Upon the
written request of any member of the Company, it shall mail to such member its
most recent financial statements, showing in reasonable detail its assets and
liabilities and the results of its operations.
4.3 Financial Records. All financial records shall be maintained and
reported based on generally acceptable accounting practices.
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V. MANAGEMENT
The business of the Company shall be managed by the members.
VI. OFFICERS
6.1 President. The President shall be the chief executive officer of
the Company responsible for the general overall supervision of the business and
affairs of the Company. He shall, when present, preside at all meetings of the
members. In general, he shall perform all duties as may be prescribed by the
members from time to time.
6.2 Other Officers. The Company may, at the discretion of the
members, have additional officers including, without limitation, one or more
vice-presidents, one or more secretaries and one or more treasurers. Officers
need not be selected from among the members. One person may hold two or more
offices, except one person may not hold both the office of president and the
office of secretary. When the incumbent of an office is unable to perform the
duties thereof, or when there is no incumbent of an office, the duties of the
office shall be performed by the person specified by the members.
6.3 Election and Term of Office. The officers of the Company shall
be elected annually by the members at the annual meeting. Each officer shall
hold office from the date of his election until the next annual meeting and
until his successor shall have been elected, unless he shall sooner resign or be
removed.
6.4 Resignation and Removal. Any officer may resign at any time by
giving written notice to the President or to all of the members, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any officer may be removed at any time by the
members with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
6.5 Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term by the members.
6.6 Salaries. The salaries of the officers, if any, shall be fixed
from time to time by the members, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a member of the
Company.
6.7 Certificate of Authority. Each of the President and any other
officer of the Company is authorized to execute certificates which establish the
membership of any member, the authenticity of any records of the Company, and
the authority of any person
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(including himself) to act on behalf of the Company, including but not limited
to providing a statement of those persons or entities with the authority to take
the actions referred to in La. R.S. 12:1318(B).
VII. CAPITAL CONTRIBUTIONS
In consideration for its membership interest in and to the Company, the
undersigned, who is the initial member of the Company, agrees to make the
following capital contribution to the Company:
Crompton Manufacturing Company, Inc.: $1,000.00
VIII. ALLOCATION OF PROFITS AND LOSSES
The profits of the Company shall be divided, the net losses shall be
borne among the members, and membership interests shall be deemed to be in the
following proportions:
Member Percentage
-------------------------------------- ----------
Crompton Manufacturing Company, Inc.: 100%
IX. DISTRIBUTIONS
The members may, from time to time, by majority vote declare, and the
Company may distribute, accumulated profits agreed by majority vote not
necessary for the cash needs of the Company. Unless otherwise provided, retained
profits shall be deemed an increase in capital contributions to the Company.
X. NO CERTIFICATE
Membership interests will not be represented by certificates.
XI. TRANSFER OF MEMBERSHIP INTEREST
All or any part of a member's interest in the Company may only be
transferred or assigned if, by a unanimous vote of the members of the Company,
the members approve of the proposed transfer or assignment. If the members of
the Company do not approve of the proposed transfer or assignment, the
transferee of the member's interest has no right to participate in the
management of the business and affairs of the Company or to become
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a member. The transferee is only entitled to receive the share of profits or
other compensation by way of income and the return of contributions to which
that member would otherwise be entitled.
XII. NEW MEMBERS
New members may not be admitted except upon a majority vote of the
members.
XIII. VOLUNTARY TERMINATION
The Company may be dissolved at any time by agreement of a majority vote
of the members, in which event the members shall proceed with reasonable
promptness to liquidate the Company. The assets of the Company shall be
distributed in the following order:
(a) To pay or provide for the payment of all Company liabilities to
creditors other than members, and liquidating expenses and
obligations; then
(b) To pay debts owing to members other than for capital and
profits; then
(c) To pay debts owing to members in respect to capital; then
(d) To pay debts owing to members in respect to profits in the
percentages set forth in Article VIII hereof.
XIV. MISCELLANEOUS
14.1 Notice . Except as provided elsewhere in this Agreement with
respect to specific notices, any notice required or permitted to be given
pursuant to the provisions of the Louisiana Limited Liability Company Law, the
Articles of Organization of the Company or this Agreement shall be effective as
of the date personally delivered or actually received, or if sent by mail, on
the date deposited with the United States Postal Service, prepaid and addressed
to the intended receiver at his last known address as shown in the records of
the Company.
14.2 Waiver of Notice . Whenever any notice is required to be given
pursuant to the provisions of the Louisiana Limited Liability Company Law, the
Articles of Organization of the Company or this Agreement, a waiver thereof, in
writing, signed by the persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
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14.3 Indemnification by Company. The Company may indemnify any person
who was or is a party defendant or is threatened to be made a party defendant to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a member, officer, employee or agent of the Company, or is or was serving at
the request of the Company, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if the members
determine that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company, and with respect to
any criminal action or proceeding, has no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not in itself create a presumption that the person did or
did not act in good faith and in a manner which he reasonably believed to be in
the best interest of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
14.4 Indemnification Funding. The Company may fund the
indemnification obligations provided by Section 14.3 hereof in such manner and
to such extent as the members may from time to time deem proper.
14.5 Gender and Number . Whenever the context requires, the gender of
all words used herein shall include the masculine, feminine and neuter, and the
number of all words shall include the singular and plural thereof.
14.6 Articles and Other Headings . The Articles and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation.
XV. AMENDMENTS
This Agreement may be altered, amended, restated or repealed and a new
Operating Agreement may be adopted by majority vote of the members, after notice
and opportunity for discussion of the proposed alteration, amendment,
restatement or repeal.
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The undersigned, being all of the members of ▇▇▇▇▇ City Road LLC, a
Louisiana limited liability company, hereby evidence their adoption and
ratification of the foregoing Agreement of the Company.
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EXECUTED this 24 day of September, 2001.
CROMPTON MANUFACTURING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SECRETARY
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